本文以美国董责险实践为借镜，力图明晰董事责任保险标的之内涵，为规制董事行为、完善董责险架构以及提升我国董责险实践水平提供思路。本文首先界定了董责险保险合同标的与董事信义义务之内涵与外延，提出本文讨论范围。进而对信义义务基本理论展开讨论，提出董事与公司关系宜借鉴信托关系说，有助于承接起源于英美的董责险制度。保险标的范畴有积极的合同责任条款的认定以及消极的除外责任的限定。本文以董责险条款覆盖范围为层级，逐次分析在董事个人赔偿责任层面和公司补偿层面的忠实义务、勤勉义务是否能够被纳入保险标的。通过对忠实义务与勤勉义务具体判断标准及内涵的分析，结合董责险自身的保险运行逻辑，提出忠实义务之违反以及因重大过失而造成勤勉义务之违反均不在董责险保险标的之范畴。只有在一般过失情形下，勤勉义务之违反才可纳入董责险保险标的范畴。同时，为具象论述，笔者以破产视阈下的董事义务之调整为视角，从而分析董责险合同标的在破产重整交易中的应对。在善意义务部分，从消极的保险标的条款——除外责任来审视该义务能否成为保险标的之范畴。对善意义务地位之分析，提出“善意”义务仍然具有填补忠实义务和勤勉义务之漏洞，规制董事行为的功能，具有独立之必要性。同时，由于“善意”义务对道德危险的显著提升等因素而不能成为保险标的。由此厘清信义义务与董责险保险标的两者之关系，即：在一般过失情形下的勤勉义务的违反造成的赔偿责任与董责险保险标的范围几乎一致，而信义义务其他内涵如忠实义务、善意义务以及重大过失违反勤勉义务不能构成董责险保险标的。

This article uses the practice of director liability insurance in the United States as a reference, and tries to clarify the connotation of director liability insurance, and provides ideas for regulating directors' behavior, improving the structure of directors and liabilities insurance, and improving the practice level of directors and directors insurance.This article first defines the connotation and extension of the subject matter of the director's liability insurance contract and the director's fiduciary duty, and proposes the scope of discussion in this article. Then discuss the basic theory of fiduciary duty and propose that the relationship between directors and companies should be identified as the theory of trust relationship, which is helpful to undertake the director's liability insurance system originated in the United Kingdom and the United States.The scope of the subject matter of insurance has the identification of positive contractual liability clauses and the limitation of negative exclusions. This article takes the coverage of the director’s liability insurance clause as the framework, and analyzes whether the duty of loyalty and the duty of care under the directors’ personal compensation liabilities and company compensation can be included in the insurance subject. Through the analysis of the specific criteria and connotations of the duty of loyalty and duty of care , combined with the insurance operation logic of D&O, it is proposed that the violation of the loyalty and the violation of the diligence obligation due to gross negligence are not the scope of the insurance object of the D&O insurance. Only in the case of general negligence, the violation of the duty of care can be included in the scope of the insurance subject of the liability insurance. At the same time, for a concrete argument, the author takes the adjustment of directors’ obligations under the bankruptcy as a perspective to analyze the response of the subject of the D&O insurance contract in bankruptcy reorganization transactions. In the part of good faith, we examine whether the obligation can be the scope of the insurance subject from the view of exclusion clause. In the analysis of the status of “good faith”, it is pointed out that the "good faith" still has the function of filling the loopholes of the duty of loyalty and care, and the function of regulating the behavior of directors, which is necessary for independence. At the same time, due to factors such as the significant increase in moral hazard caused by the "good faith" obligation, it cannot be the subject of insurance.This clarifies the relationship between the fiduciary duty and the insurance subject matter of the director’s liability insurance, that is: the liability for compensation caused by the breach of the duty of care in the general negligence situation is almost the same as the connotation of D&O insurable subject. As for the duty of loyalty, the duty of good faith and the violation of the duty of care caused by gross negligence cannot constitute the subject matter of the director's liability insurance.